Annual returns - disclosure of shareholder information

04/08/2008

With effect from 1 October 2009, shareholder information to be provided in the annual return will change when certain provisions of the Companies Act 2006 come into force. By way of interim measure, regulations have been published* which prescribe an amended annual return (form 363a) to be used from 1 October 2008. Pursuant to previous regulations** new provisions will be added to the Companies Act 1985 whereby a distinction will be made between "traded" and "non-traded" companies for the purposes of determining the shareholder information to be disclosed in annual returns made up to a date on or after 1 October 2008.

In the case of traded companies (i.e. companies whose shares have been admitted to trading on a "regulated market" at any time during the return period), the names and addresses of each person who held 5% or more of the issued shares of any class of the company during the relevant return period must be disclosed. Non-traded companies, on the other hand, must disclose the names (but not addresses) of each person who was a member of the company at any time during the return period.

* [i]The Companies (Forms) (Amendment) Regulations 2008 (SI 2008/1861)
** The Companies Act 1985 (Annual Return) and Companies (Principal Business Activities) (Amendment) Regulations 2008 (SI 2008/1659)

Contact: ritapadam@city-law.net

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